SEC Filing Summary: RAM Energy Resources, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report (Form 8-K) was filed on May 8, 2006, by RAM Energy Resources, Inc. (formerly Tremisis Energy Acquisition Corporation). The filing reports a change in the Company's certifying accountant coinciding with the closing of a merger between RAM Energy Acquisition, Inc. (a wholly owned subsidiary) and RAM Energy, Inc. on the same date.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. The document references prior financial statements audited by the former accountant for the years ended December 31, 2005, and 2004, but does not restate the numerical data within this report.
Material Changes
- Accountant Dismissal: BDO Seidman, LLP was dismissed as the independent registered public accountant on May 8, 2006.
- Accountant Engagement: UHY Mann Frankfort Stein & Lipp CPAs, LLP was engaged as the new independent registered public accountant on May 8, 2006.
- Merger Completion: The change in accountants was executed in connection with the closing of the merger with RAM Energy, Inc.
Management Commentary, Risks, and Contingencies
Going Concern: The audit report issued by BDO Seidman, LLP on February 10, 2006, contained an explanatory paragraph regarding the Company's ability to continue as a going concern. The report did not contain an adverse opinion or disclaimer of opinion.
Disagreements: The Company reported no disagreements with BDO Seidman, LLP regarding accounting principles, financial statement disclosure, or auditing scope during the fiscal years ended December 31, 2005 and 2004, or the interim period through May 8, 2006.
Consultations: The Company confirmed it did not consult with the new accountant, UHY, regarding accounting principles or matters of disagreement prior to their engagement.
Investor Verification Checklist
- Verify the status of the "going concern" warning noted in the February 10, 2006 audit report and whether the merger resolved this issue.
- Review the letter from BDO Seidman, LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Confirm the financial impact and details of the merger with RAM Energy, Inc., as this filing does not include pro forma financial information.
- Monitor future filings for the first financial statements audited by the new firm, UHY Mann Frankfort Stein & Lipp CPAs, LLP.